Pending Indemnification Claim definition

Pending Indemnification Claim means a claim for indemnification that is the subject of a Notice of Claim given by any Buyer Indemnitee pursuant to Section 8.3(c) which has not been paid in full pursuant to Section 8.6 or otherwise finally resolved pursuant to a written agreement of the parties.
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Pending Indemnification Claim. MEANS A CLAIM FOR INDEMNIFICATION THAT IS THE SUBJECT OF A NOTICE OF CLAIM GIVEN BY ANY BUYER INDEMNITpursuant to Section 8.3(c) which has not been paid in full pursuant to Section 8.6 or otherwise finally resolved pursuant to a written agreement of the parties. “Pending Litigation” has the meaning set forth in Section 3.10.
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Pending Indemnification Claim has the meaning set forth in Section 9.1(d).
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Examples of Pending Indemnification Claim in a sentence

  • Upon resolution of the Pending Indemnification Claim in accordance with the Purchase Agreement, the Company and the Holder shall direct the escrow agent to disburse to the Company such amount (if any) to which the Company is entitled to as a result of the Pending Indemnification Claim and to disburse the balance (if any) to the Holder.

  • If upon resolution of a Pending Indemnification Claim, the Escrow Agent becomes obligated to disburse any part of the Escrow Amount to the Seller, then the Escrow Amount that is released to the Seller shall accrue interest thereon from the original Maturity Date until paid at the rate of eight percent (8%) per annum.


More Definitions of Pending Indemnification Claim

Pending Indemnification Claim means a claim by the Company against the Holder for indemnification under Article 6 of the Stock Purchase Agreement.
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Related to Pending Indemnification Claim

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).